My Worthiness is all My Grace
by Nocturnias
Summary: Will, Grace, a few bottles of wine and loneliness. Can their friendship still be the same? COMPLETE.
1. Default Chapter

MY WORTHINESS IS ALL MY GRACE, PART ONE  
  
  
  
Legalese: Blah, blah, Will and Grace is the property of NBC. This is a non- profit fan fiction story. No copyright infringement is intended. I don't own any of it. If I did, who knows what would happen! Please note that this story is set in a slightly AU Will and Grace in which she has broken up with Leo, and Will has also recently had another relationship hit- and-run. Please note also that this is a "what if" type story involving Will and Grace having a night of being more than friends. If the idea of Will and Grace doing the dirty dirty bothers you, don't read this story! I don't know where this will go yet so be ready for anything. I've written a lot of fan fic but this is my first W&G story, please R&R! I welcome constructive comments. Flames, however, should be left in the fireplace. g  
  
  
  
"I hate men," Grace scowled.  
  
"Me, too," Will replied glumly, swallowing the dregs in his glass. He glanced over at Grace, who was standing near the refrigerator. She was drinking deeply from her own glass, polishing off the wine just a few seconds after him. He knew that breaking up with Leo had been painful, very painful for her. When he'd told Grace weeks ago that it wouldn't last, his words had been fueled by anger. He honestly had wanted things to work between them.  
  
But for all that she liked him, even loved him, Grace had decided to call it off. They were so alike in a lot of ways, but not alike in some very important areas. Leo, it turned out, was old fashioned in some respects. He would have wanted Grace to stay home and watch the kids if they got married. He had enough money for that, after all. Grace had told him it wasn't about money. It was about losing her sense of self. She loved her work and didn't want to quit.  
  
"Geez, Grace, it's not like it would be forever," Leo had said with a laugh. "Just, you know, until they're teenagers."  
  
That was all she'd needed to hear. She left that night, broken hearted and full of guilt for having backed out of her plans to have a baby with Will. After an hour of sobbing, wailing and using Will's t-shirt as a tissue, she told him so in between bouts of blowing her nose. "And I'm sorry things didn't work out for you and Ryan," she added. "I guess we're both doomed to be alone. Only I cost us the baby you wanted so desperately."  
  
"Gracie, you had to try. Otherwise you'd never have known," Will soothed, holding her close.  
  
More sobbing, more blowing, Will seriously considering applying her for a stand-in as a French Horn for the New York Philharmonics. But finally she felt better.  
  
At least, better from how Grace usually was. She still took to her bed for three days, like she'd done when Nathan dumped her. But when she got up she was much like her old self. Now it was Friday night. Karen and Jack had gone out to see a movie.  
  
"Something about a man and a woman and a flesh eating male stripper," Karen had quipped when Grace asked her what they were going to see. "Sounds gross, but Jack's gonna sprinkle the popcorn with garlic jazz powder. Then we're gonna make out and see who throws up first!"  
  
"Wow," Will said. "And to think we're gonna pass up a deal like that!"  
  
"Hey, it's your loss, Wilma," Karen told him. Karen usually put up this front. "Hard as nails" had nothing on her. But when Grace went to the bathroom she'd learned close to him and whispered: "take good care of my girl."  
  
"I will," he told her. She nodded, half-smiled, called "bye, honey" to Grace and left.  
  
Now it was just him and Grace, Friday night, nine o'clock. That happened a lot.  
  
Tonight was a little different, though. Over dinner they'd been reminiscing about college and the "wild days of their youth."  
  
"Or in your case, wild boys," Will had teased.  
  
"Hey, at least I had wild boys!"  
  
"So did I!" Will exclaimed.  
  
"I'm talking guys, Will. Not the Duran Duran song!" Grace retorted.  
  
The subject had turned to drinking, and before Will knew it he'd bet her twenty bucks that he could out drink her. One trip to the corner market later and they were set. So now they were about to start their second bottle of wine. "You gonna stand in the kitchen all night or come watch TV with me?" He asked.  
  
"Don't rush me, I'm trying to pick out just the right bottle," she replied, scanning the shelf in the fridge.  
  
"Grace, it's Wild Vines that cost three bucks a pop. There is no "right bottle."  
  
"Spoken like a true heathen," she said. "This one!" She pulled it out and went back into the living room, plopping down on the sofa next to him. "So what are we watching?" She asked as she opened the wine.  
  
He took the bottle from her and studied it with mock seriousness. "Ah, yes, blackberry, 2002. An excellent choice. I can see why it took you so long to decide."  
  
"Shut up and pour, funny guy," she growled, taking the remote and changing the channel. A minute later she exclaimed: "Ooo! When Harry Met Sally is on!"  
  
"What? You actually want to watch that?"  
  
"Why not?" She asked, drinking her glass down and holding it back out, staring at him defiantly the whole time.  
  
He sighed as he refilled hers, then his. "I guess if you can watch Gay Sherlock Holmes with me I can watch this with you."  
  
"Hey! I'll have you know this is a wonderful movie. Have you ever even tried to watch it?"  
  
"Nah. I just can't handle the idea of Billy Crystal doing a love story. It seems so wrong, like, I don't know, Tom Hanks playing a serial killer. Or Karen going to an AA meeting."  
  
"Well, you are going to love it, trust me."  
  
"Whatever you say, Gracie. Just keep pouring. I need to recoup some of the money I spent on the alcohol proving what a lightweight you are."  
  
"I can't help it if I'm the thin one in this apartment."  
  
"Grace, don't make weight jokes. You know that's Jack's job."  
  
"Right."  
  
By the time the movie was almost over, they'd consumed nearly three bottles, matching each other glass for glass. They were also both pretty drunk. When the New Year's Eve party scene ended on Grace started bawling.  
  
"Oh, sweetie," Will whispered, putting their glasses down and holding her tight.  
  
"It's just so beautiful," she sobbed. "All that time they've been best friends, never really realizing that there was something more between them. And they almost lose each other but then they don't and it's just so sw-sweet!" BBBBPPT!!  
  
"It's ok, I needed to wash this shirt anyway," Will said with a shrug when Grace stared mortified at his sleeve. He smiled reassuringly, smoothing her tangled red hair away from her face. "And you were right, it's a great movie." He laughed slightly. "Kind of like us."  
  
"Yeah," she said softly, burying her face in his neck. "Kind of like us."  
  
And before Will knew what she was intending she'd cupped his face in her hands and starting kissing him.  
  
"Grace," he said, his voice muffled by her mouth.  
  
"Shh," she whispered.  
  
He tried to pull back, but she slipped her hands to the back of his neck and locked them tight. "Grace," he protested, and then gasped as her tongue flicked the corners of his mouth, teasing the sensitive flesh there. Damn it! She was using one of his G-spots against him. "I-you- oooo."  
  
"Mm-hmm, come to Gracie," she whispered.  
  
"Grace," he gasped, "We can't do this, I'm gay."  
  
"You don't feel very gay right now, Will," she purred, resuming her attack on his mouth.  
  
He moaned. He didn't know if it was all the wine, his recent emotional upheaval with Ryan, or both, but suddenly he didn't feel very gay. At least his body didn't. His mind was yelling, "what are you doing!" but his body was shouting "touchdown!" And he didn't even like football!  
  
This was crazy, he thought. Completely insane. He was gay. Grace was his best friend, his female best friend. This could totally mess up their friendship!  
  
"Grace," he whispered. "We can't do this." He pulled away to stare at her. The raw emotion he saw took his breath.  
  
"Will, I need you," Grace pleaded brokenly. "I know you're gay, I don't care. I just want one night, one night to be with someone who loves me just the way I am." She moved back slightly to stare into his eyes. "Look at me and tell me you don't want me right now. If you can honestly say you feel nothing, then I'll stop."  
  
He opened his mouth to deny it, but the look on her face stopped him. He sighed heavily. "Yes, a part of me does want you right now. But Grace, when tomorrow comes."  
  
"We'll go back to being best friends. End of story."  
  
"What if it isn't that simple?" He asked darkly.  
  
"It is that simple! Aren't you tired of being alone? Of spending night after night lying awake wishing that someone were there to touch you, hold you? Wouldn't you like for one night not to feel those things?"  
  
"Yes," he said. "I would. But this isn't the answer, Grace! I don't want to hurt you."  
  
"Hurt me? What could be more wonderful than two friends sharing themselves with each other?"  
  
"You didn't think this way a little while back when we decided to have sex to have the baby," he reminded her. "Remember? Sex changes things, you said."  
  
"I know. And it does." She gazed at him, a smile on her lips. "But I was looking at it differently then. It doesn't mean it can't change things in a good way."  
  
"You give a convincing argument, counselor, but I'm not sure that I agree," he said feebly. He was very buzzed and in his state of inebriation the more she talked the more sense she made. But it was his responsibility to try and be rational.  
  
Why? He asked himself. Why do I always have to be the rational one? Why can't I ever just let go? Is everybody right? Am I really that rigid and controlling?  
  
While he was trying to sort things out in his head, Grace took advantage of his inertness to slide over and nibble on his ear. The warm moist breath made him shiver. What the hell was wrong with him! A woman had never turned him on like this before. Why was it happening now? With Grace?  
  
Who else would it happen with? His mind replied. You're best friends, and if she were a guy you'd have been all over her by now. Who cares why you're getting turned on? You are. Why not just go with it and see what happens?  
  
'You're not helping, you know that,' the other side of his mind retorted.  
  
Hey. There's been no real action downstairs in months. Right now I'm gonna play devil's advocate!  
  
'Great. Thanks.'  
  
"Will?"  
  
Grace's voice focused his attention back to her. Her eyes were bright; her lips quivered. She looked tragic and beautiful and it tore at his heart.  
  
He smiled at her, pulling her close and kissing her softly, quickly.  
  
"My room or yours?" He joked feebly.  
  
"Yours," she said, adding: "You've got a better bed."  
  
"Ah, yes, the old "better bed" ploy," he nodded. "Although it is true!"  
  
She smiled. "Let me go freshen up a minute. I'll meet you in there."  
  
"Ok," he said, feigning a casualness he didn't quite feel.  
  
When she had shut her bathroom door he shook his head, finishing his last glass. "So we're really gonna do this," he said aloud, his voice a mixture of amazement and nervousness. He walked to his room and opened the door.  
  
"May the deity of Gayness have mercy on me," he murmured. 


	2. My Worthiness is All My Grace Part Two

My Worthiness is All My Grace, Part Two  
  
  
  
Yes, I know this is about 3 months late! What can I say; I'm a bad girl. Thanks to all who R&R'd part one. Hope this is worth the wait! Rated R for mature themes, please see part one for disclaimers.  
  
  
  
  
  
Will stretched out on his bed, luxuriating in the feel of the high thread count dark green cotton sheets. He'd stripped off his pants and was now clad in his t-shirt and black silk boxers. His head was spinning, and not just from the wine. Grace? Him? Both of them drunk and emotionally vulnerable, should they really do this? Was that why they were going to have sex? Or was there something more to it somewhere? And did he really want to delve into it?  
  
'And can you stop thinking like a lawyer for even five minutes?' He asked himself with a laugh. He knew the answer.  
  
Further contemplation came to a halt as Grace entered, closing the door behind her. "I locked the front door," she said. "I didn't want Jack and Karen coming in and interrupting. Or trying to watch."  
  
"Yes, free porn is one of Jack's little joys in life," Will said.  
  
She laughed. She'd cleaned up and changed into a long silvery lace nightgown.  
  
"Pretty," he said. "Is that new?"  
  
"Yeah. I was going to wear it for Leo, but." her voice trailed off.  
  
"Well, you look beautiful," he said.  
  
Her face glowed with happiness from his comment. "Thank you."  
  
He smiled in apprehension, wondering how this was going to get started. He didn't have to wonder long: in one fluid motion Grace leaped onto the bed and straddled him.  
  
"Have you been practicing that?" He asked nervously.  
  
"Yeah. It's part of my routine for the sex Olympics," she said.  
  
"Wow, that's um, at least a nine point seven," he joked.  
  
"Will?"  
  
"Yes, Grace?"  
  
"Stop talking so I can kiss you."  
  
And he did, and she did.  
  
He was startled to learn that the feelings he'd had in the living room hadn't gone away with their brief separation, as he'd thought might happen. When she kissed him his body responded just as eagerly. He could taste the sweet blackberry wine in her mouth. His breath came faster and when her hands wandered down to his nipples a jolt of desire shot through him.  
  
His head fell back on the pillow. He moaned as her lips trailed down his neck. It felt so good! Every inch of him seemed to ache to be touched. It had been so long. He drew a deep breath, feeling her hands and mouth as though they were a part of him.  
  
"Sweetie, relax," she murmured, as he tensed reflexively when her hands went below his waist. "Trust me."  
  
"I do trust you, Grace," he answered. It was so different, a woman's hands. Gentler, more delicate, but sure of themselves. Her fingers stroked him through the silk and he felt himself responding. He sighed.  
  
After a few minutes of her kisses and caresses Will found he could no longer remain passive. Curiosity and desire rose up in him and he reached out to her, hesitantly at first, then with more boldness as she gasped encouragement, sliding his hands up and down her body in the cool smooth nightgown. This, too, was different. The curves, the softness.  
  
She caught his slight smile. "What?" She asked.  
  
He shook his head. "I was just thinking of how long it's been since I touched a woman."  
  
"Diane, you mean," she said, a tinge of jealousy in her voice.  
  
"Yes, Diane," he answered. "Gracie. does that really still bother you?"  
  
"Kind of," she sighed. "I mean, I understand your reasons, I really do. But there's still a little hurt." She rested her cheek on his chest.  
  
"Hey." He gently tugged on her hair until she rose up and looked at him. "Diane is long gone, Grace. You're the only woman in my life, so to speak," he said.  
  
"I know," she smiled. "Okay. We need to make like a country song."  
  
"What?"  
  
She whipped his t-shirt over his head. "A little less talk and a lot more action."  
  
"Are you peaking early? Or have you been possessed by the sex aliens from outer space?"  
  
She gave him a feral grin. "Resistance is futile."  
  
"I believe it!"  
  
They both giggled, and Grace took his face in her hands again and kissed him. There was no more talking after that, only sighs punctuated by soft gasps.  
  
Will wasn't certain how they became naked, only that they were. In the dim haze of desire he felt Grace suddenly sit up, then crawl on the bed over to his dresser. A drawer opened.  
  
"Hey, take it easy with my delicates," he joked.  
  
No response at first. Then an indignant: "So this is where my new pair of silk boxers went! I hadn't even gotten to wear them!"  
  
"I can't help it if your underwear migrates!" Will protested.  
  
"Mmm-hmm," Grace retorted. "Damn!" She said softly, closing the drawer. "Only one left."  
  
"Isn't that enough?" He asked feebly. "I'm out of practice, you know. And that's with men!"  
  
"Right. Ok, little Willie, time to wrap you like a pig in the blanket."  
  
"Grace, couldn't you have used a more sexual metaphor?" Will asked, eyebrows scrunching up into his hairline.  
  
"Sorry. I'm getting hungry."  
  
"Yeah, well, if I see a ketchup bottle anywhere remotely near "little Willy" I'm gonna dose you with sauerkraut!"  
  
"Mmmm, tempting," she laughed, sliding back up to Will and handing him the condom with one hand while maintaining his interest with the other. What followed was a dialogue worthy of an R-rated SNL skit:  
  
"Mmpb.. hey, when did these things get so tight?"  
  
"Wishing thinking, Truman."  
  
"I'm serious! Is it possible to gain weight there?"  
  
"Obviously you haven't had any in so long you've forgotten how to do this. Let me help."  
  
"Grace, I think I can put on my own condom, thank you."  
  
"Then what's the problem?"  
  
"I don't know! Maybe because I'm drunk."  
  
"Like you've never had drunk sex before!"  
  
"Must you bring up every sordid little detail of my sex life?"  
  
"Here, let me help you. At this rate, by the time you're ready, I'll be dried up from menopause."  
  
"If you'd just--"  
  
"Here, just roll it back down a little."  
  
"Would you watch it?! You're gonna--"  
  
Suddenly Will yelped. The condom snapped off his penis and hit the floor with a wet thud. 


	3. My Worthiness is All My Grace, Conclusio...

My Worthiness is all My Grace, Conclusion  
  
Yes, here it is at last! Thanks so much to everyone who has R&R'd this. Maybe someday I'll do another story. Please see part 1 for disclaimers.  
Seconds seemed like hours as they both stared in horror at the fallen condom.  
  
After about a minute, Will began to laugh, and a few seconds later Grace joined him. They giggled and howled and Will would have fallen off the bed of Grace hadn't grabbed him. When the laughter finally died down they looked at each other.  
  
"I guess that was a sign," Grace said softly, wiping her eyes with the back of one hand.  
  
"I guess so," Will echoed. He heard the sadness and slipped his arms around her, cuddling her against him, not caring that they were both naked. "Grace, you don't need me to have sex with you to know I love you, right? You know I do."  
  
"I know," she replied, resting her head on his chest. "I'm sorry."  
  
"For what?"  
  
"For making you do that."  
  
"Hey." He tipped her chin up until she was looking at him. "You did not make me do any of that, Grace. I could've said no. I wanted to give you that; hell, for a little while I thought my homo license would get suspended. But we don't have to have sex to hold each other, be here for each other. You're my best friend. Always."  
  
"You're right. But still. I shouldn't have done that. No matter how drunk I am or lonely I feel."  
  
"Stop beating yourself up, ok? I was drunk and lonely too. I still am. And I wasn't exactly fighting you off, now was I?"  
  
She sniffled. "No," she answered, then yawned.  
  
"Ok, then. We both are responsible." He stifled a yawn of his own, idly wondering when he started getting tired so early, then looked at the clock and realized it was almost midnight. "So don't worry about it and let's get some sleep. If I'm going to wake up looking at a woman, I'd at least like you not to have bags under your eyes. Your morning medusa hair is scary enough."  
  
Grace playfully punched him. "Hey, at least I don't scratch my crotch while walking to the bathroom!"  
  
"You would if you had a penis."  
  
"Would not!"  
  
"Would too!"  
  
She grinned, reached up and kissed Will quickly but firmly on the lips before snuggling down. "Good night, Will."  
  
He smiled, resting his cheek on top of her head. "Good night, Grace."  
The next morning Jack and Karen came over while Will and Grace were having breakfast.  
  
"So who threw up first?" Will asked as Karen took a bottle of wine out of the fridge to pour on her cereal.  
  
"Neither of us," Jack replied between bites of toast. "We kept giggling every few seconds while we were making out. Not the kind of mood for a hurling contest."  
  
"Ahhh," Grace said with raised eyebrows.  
  
"Yeah, maybe someday we'll have a rematch," Karen said, sitting down next to Jack. She stirred the strawberry wine into her Rice Krispies. "Wow, cheap wine really makes these suckers sing!" She exclaimed. She took a bite, then asked: "So what did you kids end up doing last night?"  
  
Will and Grace looked at each other. A psychic grin flashed between them.  
  
"Oh, well, we decided to have a drinking contest," Will began.  
  
"And then we both got kinda plowed," Grace chimed in.  
  
"Grace came on to me-"  
  
"And Will let me-"  
  
"And we decided to have sex-"  
  
"And started fooling around-"  
  
"And then the condom broke-"  
  
"It was the only one he had-"  
  
"So then we decided just to go to sleep-"  
  
"And we slept together-"  
  
"But not in the biblical sense-"  
  
"And that was it," both of them said simultaneously.  
  
Dead silence greeted the end of their story. Jack and Karen were both staring so hard they looked like their eyes would pop out of their heads.  
  
And then they started screaming with laughter.  
  
Jack fell, and Karen collapsed on top of him, still laughing.  
  
"Oh, honey, that was a good one!" Karen gasped a few minutes later.  
  
"Yeah, you almost had me believing it!" Jack spluttered, wiping his eyes on Karen's sleeve.  
  
"Well, we try and make your day entertaining, don't we Grace?" Will asked.  
  
"Absolutely," she said.  
  
He winked at Grace, and she winked back. 


End file.
